Commercial Law

Commerce is defined as "buying and selling, trade, dealings, having profit as the main aim".  Commerce has come a long way since Napoleon described us as a "nation of shopkeepers". With the many pitfalls that exist today in commerce, coupled with ever increasing regulations, it has never been more important to obtain good professional advice before committing yourself to a commercial enterprise. Because we are both Businessmen and Lawyers, we can see the matter from your viewpoint.

We have extensive experience in negotiating all types of Commercial Contracts, whether with Buyers or Sellers, to ensure that you get the best possible terms.

We have a comprehensive precedent bank including Distribution Agreements, Agency Agreements, Franchise Agreements etc

We can assist in preparing Terms and Conditions of Business, whether for sale or purchase and also advise on Retention of Title clauses and issues.

We can help you to avoid the pitfalls of commerce and ensure that all regulations are complied with so that your Business grows and prospers and so that you stay ahead of your competitors.

Care Homes

Over the past few years there has been a steady increase in the number of people taking up life in care homes of one kind or another. The amount of regulation to which homes are now subject can sometimes obscure some basic points about homes and the services provided by them.

Choice

Remember that you have a right to choose a Care Home.  You should bear in mind, however, that you will need to choose one which has the facilities to deal with your needs.  Some provide full-time nursing care, while others support those with other specific needs.

Standards

Most private, voluntary and local authority homes are monitored by the Care Quality Commission (“CQC”).  National minimum standards are set and CQC only registers homes if they meet those standards.  The minimum standards set levels in areas such as:-

  • Health and Safety
  • Personal care
  • Access to facilities
  • Quality of fittings/furnishings

Results of CQC inspections are published and are available to the public. When considering a Care Home you should ask to see proof of registration with CQC and any related documents (such as the home’s ‘Residents Charter’ or similar).

Complaints

Should the need arise, a formal complaint can be made to a home through its Complaints Procedure – details of which should have been explained to you when you took up residence at the home. Complaints can also be made direct to CQC.

Protecting your Assets

Most people contribute at one level or another to their care home costs.  In some cases, a person’s assets can be required by a care service provider to be used to pay care costs.  There are, however, certain actions which can be taken to protect assets from this: -

  • Deferred payment agreements – these can be made with local councils when a person is assessed as being liable to pay the full cost of care because their house is treated as capital under the assessment rules.  During these agreements, payment of only part of the costs of care are made, but at the end of the person’s life or at an earlier date of choice the balance is paid from the proceeds of sale of a home. These schemes should be thought of as a loan rather than anything else.
     
  • Family Trusts – a Family Trust is one way in which ownership of assets can be transferred to a member of the family during your lifetime.  This is a complex area, and specialist legal advice should be sought.  
     
  • Lifetime gifts – these can be made to family members (or others).  There is no financial limit on gifts to children, grandchildren, or other relations, but they may have to pay income tax on interest or income which they receive from the gift.  If a gift is made within 7 years of death, it may attract Inheritance Tax.  It is illegal to transfer money/assets specifically to avoid paying care fees and you should remember that to be effective a gift must be a true gift – i.e. the person making the gift may not retain an interest in the gifted asset.  Specific professional advice should be taken on this area to avoid falling foul of the rules.
     
  • Inheritance Planning – this is very important and can in some cases save large amounts of money (particularly in terms of Inheritance Tax) as well as protecting the interests of your beneficiaries. As part of the planning process you should make a Will to ensure that your wishes are carried through after death and that your beneficiaries’ interests are protected. You may also wish to consider giving a Power of Attorney to enable a trusted person to attend to your affairs should the need arise. A measured and informed approach should always be taken to Inheritance Planning and again, specialist legal advice should be sought.
     
  • Let out / Sell your home – these may be alternatives, particularly where you are responsible for paying the whole of your care costs but these options are likely to be a last resort.

Media Law

In a world where all forms of media and communication are easier and more efficient, Media Law is becoming more important than ever before.  The provision of virtually all forms of entertainment will require some form of licensing arrangement, ranging from “performing arts” licences to software, computer and information technology licences.  Similarly, confidentiality (or perhaps breach of confidentiality!) as well as data protection issues, are all relevant to this area of law.

Merchandising and Agency arrangements are becoming more common than ever before, often involving large sums of money.

SL&Co can advise on Media documentation, the resolution of disputes and ownership and a range of other issues within this complex and important area of law.

Franchise Law

We have extensive experience in dealing with all types of Franchises both for the Franchisor and the Franchisee. We can advise on the Goodwill value of a Franchise being purchased and indeed on whether a prospective Franchise does amount to a Franchise, as some of them don’t.

From a Franchisor's viewpoint we have various types of Franchise Agreement and can negotiate the terms of a Franchise in order to realise the best possible returns to the Franchisor.

We can advise on how best to protect the name and Goodwill of the Franchise.

In acting for Franchisees, we can negotiate the terms of a Franchise Agreement to ensure the minimum liability including such issues as the sale and assignment of the Franchise in the future and the financial consequences.

We can assist you to obtain finance to purchase a Franchise and work with the Lender in connection with the provision of funding and security.

Many clients come to us for advice in connection with a Franchise Agreement after they have entered in to it. They fail to take proper legal advice in advance from someone experienced in Franchise Law and often, it is too late to help. They are invariably contractually tied to an onerous agreement.

Hotel & Leisure

We are regularly instructed by clients proposing to buy or sell businesses in the Leisure Industry.
These principally include:-

  • Hotels
  • Restaurants
  • Guest Houses
  • Public Houses

We are able to advise Buyers on the best way of protecting their investment and negotiating the best terms possible in a Sale and Purchase Agreement, including a full warranty package. Our Sale and Purchase Agreements for these types of transactions are tailor made for the job and designed to protect a Seller or a Buyer, depending upon the client.

For clients proposing to purchase a Hotel, we have a 30-page checklist which is given FREE to clients in order to take some of the risk out of choosing the right business and to make the assessment more scientific.

We can assist clients in securing finance for such transactions and we offer a comprehensive service from inception to completion.

E-Commerce and IT

E-Commerce & IT are not only here to stay, but are the way of the future. Businesses must embrace E-Commerce & IT insofar as it may affect their business, or fall by the wayside. We can help you stay ahead of your competitors in this key area of business in the following ways:-

  • Hardware Maintenance Contracts
  • Software Maintenance Contracts
  • Software Licensing
  • Warranties, financing and liabilities
  • Source Code Deposit Agreements
  • Consultancy Agreements
  • Data Protection advice generally
  • Legal implications and liabilities of website design, development and hosting
  • Website content. Issues relating to potential liabilities, disclaimers etc
  • Domain Names. Securing on-line domain names
  • Trademarks. Infringement and disputes in relation to the same
  • Trading on-line and advising in connection with the Consumer Protection (Distance Selling) Regulations 2000

Sports Law

Sports Law is a separate and distinct area of law which encompasses issues requiring a wide range of legal expertise. These areas range from contracts and sponsorship arrangements on the one hand to the resolution of sport related disputes on the other, and even franchising and merchandising arrangements. Licensing agreements and management contracts are also important areas which need specific legal expertise to deal with them effectively. Many of these kinds of arrangements are of high value and can even involve issues as to which legal jurisdiction applies to them. For example many of the contracts and arrangements relating to the next Olympics in London will be governed by foreign legal jurisdictions.

In addition to the actual laws applicable there may also be issues of interpretation of sports governing bodies regulations which require clear and methodical consideration.  Funding may also be an issue – witness for example the long-running discussions concerning the hosting, by Donnington motor-racing circuit, of the British Grand Prix.  Again, these issues are likely to require legal input and specialist expertise.

SL&Co can provide technical and commercial help and advice in connection with sports related law and issues.  Not only do we have a practical and commercial approach, but we place particular emphasis on client care to ensure that our clients are kept regularly and accurately informed of the technical issues arising and of the progress made on their matters.

Family Law solicitors based near Birmingham.Conveyancing solicitors based near Birmingham. Law Society accredited business solicitors.Company, commercial and corporate solicitors based in the West Midlands.

 ©2018 Commercial, Company & Corporate Law by SL & Co Registration No. 5653125 VAT No. 614 2417 72

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